Agenus Inc. filed an 8-K on August 18, 2026, disclosing that its subsidiary Agenus West, LLC entered into a Second Loan Modification Agreement on August 12, 2026, extending and restating a promissory note originally issued on November 26, 2024.

Key Highlights

  • Outstanding principal unchanged: The outstanding principal amount remains $24,750,000 under the Third Amended and Restated Promissory Note.
  • Maturity extended: The loan maturity date was extended to November 30, 2029.
  • Interest rate: The loan bears interest at 13.0% per annum through maturity.
  • Split payments: Monthly interest payments will continue to be payable one-half in cash and one-half in shares of the company's common stock.
  • Extension fee: The Borrower agreed to pay the Lender an extension fee of $247,500, payable one-half in cash and one-half in shares of common stock.
  • Unregistered equity: Shares issuable to the Lender are expected to be issued pursuant to Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D.

Agenus West Loan Modification: Key Terms and Structure

According to the filing, Agenus West, LLC, a subsidiary of Agenus Inc. (NASDAQ:AGEN), and Agenus Inc. as guarantor, entered into the Second Loan Modification Agreement with Ocean 1181 LLC as lender on August 12, 2026. The agreement resulted in the execution and delivery of a Third Amended and Restated Promissory Note, which amends and restates the prior note in its entirety. The original promissory note was entered into on November 26, 2024, and was previously disclosed in a Current Report on Form 8-K filed November 27, 2024.

The filing states that the outstanding principal amount remains $24,750,000, with no change to that figure under the modification. The maturity date was extended to November 30, 2029, and the interest rate is fixed at 13.0% per annum through maturity. As disclosed, monthly interest payments will continue on a split basis: one-half in cash and one-half in shares of Agenus common stock. In connection with the modification, the Borrower agreed to pay an extension fee of $247,500, structured on the same one-half cash, one-half common stock basis.

The filing also notes that the shares of common stock issuable to Ocean 1181 LLC under the Loan Modification Agreement and related loan documents are expected to be issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D. The filing states that, except as amended, "the material terms and conditions of the Note remain unchanged and in full force and effect." The Loan Modification Agreement and related documents are to be filed as exhibits to the company's next periodic report.

What Was Disclosed

Agenus Inc. disclosed a loan modification extending the maturity of a $24,750,000 promissory note to November 30, 2029, at 13.0% per annum interest, with an extension fee of $247,500 and continued split cash-and-stock payment terms.